And The Sleepless Nights
by paintedwishes
Summary: Continues from what has been happening in Season 3 (especially E21), but different chapters may refer to previous episodes. What happens between Caroline and Max that is not shown on TV! WARNING: MAY HAVE SPOILERS!
1. Chapter 1

**A/N: This is just the first chapter in the series. I am currently writing more! **

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The digital clock flashed 3:30 AM on the nightstand. Caroline couldn't sleep. Her body was exhausted from the lack of sleep trying to organise the wedding cake, and probably also from the fact that she and Max carried the gargantuan wedding cake all the way from their cupcake shop, through the subway, to the wedding venue. She tossed and turned, counted sheep, tried her Zen meditative breathing practices she learnt in Bali but she just could not fall asleep. Her mind was just too active over the past few weeks' occurrences, and her heart was fluttering excitedly inside her chest, ready to fly away. But at what?

_Stop it Caroline Channing. Don't even let yourself think about it._

But she couldn't. She couldn't stop thinking about what happened at Claire's wedding that confirmed everything she's been feeling in the past few months of her life. She couldn't stop thinking about the answer to her confusion, the revelation that she could not bear to even admit herself. Her mind flashed back to Claire's wedding. To the dance floor where the lights were dimmed, casting an ethereal purple glow around everything. Around Max's skin.

_Stop._

Her mind flashed to the way Max's arm was entwined around her waist. Her fingers slightly moving, sending electric sparks through Caroline's body. Max's other hand was held in her own, and Caroline couldn't help but think how perfectly their hands fit together. They were in their own moment – swaying to the slow song played by the live band, ignoring the rest of the world. Caroline remembered the way Max's milky skin glowed in that beautiful wedding gown. The way her crimson red lips curled up ever so gently into that slight grin that was trademark to only Max Black. Realising that she'd been staring at Max for too long, Caroline had quickly burst into a stream of conversation, dispelling any awkwardness that was in the air.

"I think weddings are wonderful. Do you think you'll ever get married, Max?" Caroline asked.

"Eh, weddings are overrated. Like this dress. Do you know how much oxygen my lungs are not getting? If I pass out, you'll know why."

Caroline laughed. Max's sardonic remarks never fail to amuse her.

"Come on, you didn't answer my question."

"I honestly don't know, Blondie. I never really thought about it. What about you? I'm sure you've got a big ass wedding all planned out."

"I don't know, Max. Not with the way my life is going, or the guys I'm meeting. I don't even know if I'll have anyone when I'm old."

She had managed to distract herself from thinking about the way her body and brain reacted in that intimate moment for a while – especially when Claire broke their union and announced that she was into girls after seeing them together. _Everyone always makes jokes or mistakes us being together. _Caroline curiously thought to herself. Was it their body language? Did Caroline not even realise it was that obvious that she could feel a sort of gravitational pull from Max?

But the thing that made Caroline sleepless tonight was what happened after– when Max was ready to throw the bouquet of flowers into a group of hopelessly romantic squealing bridesmaids.

"ONE…" Max shouted, winding up her arms, getting ready to throw the bouquet in the air.

"TWO…" The bridesmaids were eyeing the bouquet like hungry ravens.

"Three," Max said gently, passing the white rose bouquet to Caroline, along with a sheepish smile.

"Aw, Max. Thank you." Caroline had said, and approached Max for a hug. As they pulled closer to each other, Max unexpectedly planted a small kiss on her cheek and brought her lips to Caroline's ear, whispering, "You'll always have me."

As she relived the moment, Caroline felt waves of shivers rolling through her body. _STOP IT NOW. You weren't supposed to think about this! _

But it was inevitable. Caroline Channing could not stop thinking about Max. Ever since meeting Max, Caroline's perspective on everything changed. She felt like Max had lifted the veil of living in a fairy tale and showed her the real world. When Caroline's father was arrested and all their assets and wealth were seized, she found herself lamenting over the fact that she would never be able to ride in limos again, or sunbathe in the beaches of St. Bart's island, or walk into a Louboutin and buy ten pairs of shoes. But living with Max had changed all that. She realised that she didn't need those – they were just extra benefits to life. What really mattered was having someone you could come home to and talk about anything. To feel cared for and looked after. Max took her in even though they didn't even know each other that well at the time. She accompanied her to her father's prison visits even though she didn't need to. Hell, she was even willing to be her backup and cock-block on the date with Nicolas. The bottom line is, Max was always there for her. And Caroline wasn't sure if the feelings she had for Max were derived from never having a best friend like her, or true genuine feelings. And when Caroline had thought about this a few months ago, she felt confused and troubled. She couldn't tell Max how she felt because she was afraid it'd ruin their relationship. Even Sophie advised against it! So from then on, Caroline had barricaded those thoughts into the back of her mind. She didn't allow herself to think of Max in that way and she was not planning on ever talking about it with Max.

Until now.

She just couldn't help it. There had been so many times where Max would pass a casual comment or joke about them being together, and Caroline would just laugh it off, and then she'd replay it over and over in her mind that night until she fell asleep. But tonight was different. Usually Max would just _say_ something suggestive, but this time, she actually _did _something.

_She kissed me._ Caroline brought her fingers to the spot on her cheek where Max had lightly planted a kiss. She could still feel the tingles that erupted down her spine as Max did it.

_Get your head together. She kissed you on the CHEEK. That means nothing, she doesn't like you. Go to sleep._

But didn't Max also say something afterwards? Yes. She had said "You'll always have me." What did that mean? Caroline was so confused. She wish she could press all those feelings back into the box she hid them in and lock them away in the recesses of her mind forever. But that moment with Max had unlocked it, and now the feelings had escaped and are bouncing all over her mind, denouncing any sliver of sleep that would grant Caroline an escape from this horrible dilemma.

She decided that lying there and hoping for sleep to come would not work, so Caroline got up and turned on the electric kettle in order to make some hot chocolate. As the water boiled, the kettle made an awful screeching noise. Caroline had never used this kettle before, she never actually made hot chocolate by herself.

"Oh shit," Caroline panicked, "How do I turn this off?"

She frantically searched for a button to turn the screaming kettle off but missed seeing the small button near the base of the kettle. So she proceeded to pull the plug out of the adapter. Of course, since the apartment had not had a safety check in years, sparks flew out of the adapter causing Caroline to shriek.

"What is happening here? Are you getting raped?" Max groaned, standing in the doorway of her bedroom in her oversized T-shirt and pyjama pants.

"Max! I'm so sorry I woke you up. I was just trying to make some hot chocolate and the stupid kettle was so loud and – "

"You're making hot chocolate, by yourself, at 4 in the morning?"

"Yes, I… couldn't sleep." Caroline said quietly.

"Yeah, neither could I." Max replied, looking at her fingers.

"Really? What were you doing till now then?" Caroline asked, the fluttering in her heart growing stronger and more adamant.

"Masturbating," Max grinned devilishly, "Nah, I was just…. Thinking."

"Thinking? Since when do you think over things?"

"Hey, just because I didn't graduate high school doesn't mean that I don't think. I think about chocolate, cats, cheeseboard abs…"

"Max," Caroline said, approaching her and taking her hand, leading her to sit on the Murphy bed, "I think we need to talk about something."

"Hey, I ain't for girl talks. Especially when there's no hot chocolate or weed involved."

"Max," Caroline repeated. She couldn't stop saying her name. It was the name that popped into her mind every second. She needed to get this out of her system, and she needed to have full disclosure. "Max, this is serious. I feel that we need to talk about… this."

She pointed to Max's hand in her hand, their soft skin buzzing against one another. As soon as she did that, Max jerked her hand away. Suddenly, she tensed up and her body went rigid. Her face became a blank canvas, her eyes dead of emotion. This was Max hardening out, bringing up all her defences.

"Look, Blondie. I don't know what you're talking about, but I think we should go back to sleep," Max said as she stood up from Caroline's bed.

"No, wait." Caroline pleaded and grabbed Max's wrist, pulling her back down on the bed.

"Wow, for a skinny girl you've got guns." Max commented, the corners of her lips turning upward, "Now let me go before I actually get scared."

"Okay, fine," Caroline released her grip on Max, "If you don't want to talk about it, fine. But we can't just leave this unresolved."

"I don't even know what you mean by 'this'" Max waved her hands in the air sarcastically. They both sat still and silent for a while until Max decided to get up off the bed and head back towards her room.

"Goodnight," Caroline murmured quietly. She wasn't sure if Max didn't hear her or if Max didn't reply.

Max grabbed her pillow and threw it down hard on the bed, following up with her face buried deep inside it, muffling the shouts of frustration and confusion streaming out of her mouth. When she realised that Caroline could probably hear all this, she proceeded to punch her already balled-up fists into it, each hit making it even harder to breathe.

_WHY. IS. THIS. HAPPENING._

She let out an exasperated sigh and collapsed onto the bed. It's exhausting having to barricade yourself with castle walls. Max had always grown up guarded. It is a defence mechanism – the result of having your heart being held in another's hand and crushed and twisted and bled dry. Starting out with her own father, whose existence she's not even sure of, and then her deadbeat mother who would have most probably sold her for drugs if not for the child welfare cheque, and the plethora of guys she had slept with or dated. Nobody, no one, no human being ever showed her what it felt to be loved and cared for. Nobody except Caroline Channing.

Max can't even fathom how much her life and outlook has changed ever since Caroline came into her life. Before her, Max would sleep with guys so that she would not be alone. None of the sex ever meant anything to her. She was already dead inside. She couldn't feel anything. Besides, the guys she slept with were just there for one reason, and a loving relationship is definitely not one of them. Before Caroline, Max drunk and took drugs to deal with problems. She'd drink while doing her taxes (which she wouldn't even file), she'd smoke weed after a torturous day's work at the diner serving obnoxious hipsters. Hell, Max would just smoke weed to make her aimless, pathetic life drift by faster with less consciousness. But ever since Caroline moved in, it has all changed. Max had never felt the need to do any of that again. At first, Max had never realised it. She just thought that with the Cupcake business and actually having a roommate, she was too busy for all of those bad habits. But it was only recently that she realised she did all these things to fill the void inside of her. And Caroline had filled that emptiness. Max had never felt happier in her life before and she couldn't admit that it was because of Caroline.

_Gross. Feelings are for losers._

_But I am a loser._ Max thought to herself. Maybe she did deserve to have Caroline. They are perfect for each other. Max couldn't believe how lucky she is to have a best friend like Caroline. Which best friend would take a job working under a horny French guy (who's also _married!_) just to support your school fees? Which best friend would push you into chasing your dreams that you were actually living it? Which best friend can give you this much hope in such a miserable, cruel world?

Caroline was like a bright luminous ball of light in Max's dark life. Her chirpy aura and brilliant smile fills up every room she walks in and takes Max's breath away. Max wasn't even sure if she had a crush on her best friend or if it was just because she's never had a best friend like this before. But then why does she feel her heart skip a beat every time Caroline touches her? Max couldn't stop thinking about the intimate moment they shared at Claire's wedding, and how Caroline's hands were perfectly clasped in her own, her deep blue eyes staring into Max's. She wondered if Caroline was kept awake by the same thing.

_Of course not, you idiot. Get over yourself, she's into men. PENISES. _

The thought of that made Max chuckle to herself. Oh god, before she was punching pillows and now she's sniggering at the word penis. But that did make Max wonder – is Caroline only into men? There had been so many cases where Caroline ambiguously commented about her sexuality: at the strip club, at the diner ("I'm not a lesbian… yet.") and even blurting out about how she's turned on by some of Max's actions. But Max had always regarded them as jokes and passed them off. Plus, she did mention that she kissed a girl and _didn't_ like it.

_She'd change her mind after kissing me. _Max smirked to herself. She then realised the ridiculousness of her thought and pulled a face. How can she be thinking like that? Caroline is her best friend! _Maybe she was right. Maybe we should talk this out._

But Max hated talking things out. She hates having planned talks. Everything she says just comes off straight from her enigmatic brain, no filter included. And when she's in uncomfortable or tense situations, her brain freezes up and she ends up stuttering like English was a new language to her. Max decided that she'd let talking be the last option. She was going to go to sleep, wake up late, go to the grocer to buy ingredients for her cupcakes, and then head to the diner early for work. No time for talks with Caroline. Satisfied with her ingenious plan, Max finally drifted off to sleep.


	2. Chapter 2: Awakening

**A/N: Just to let you know before you read on, cocktails have very fanciful names. Sex on the Beach is a famous one, but there are other more... interesting ones that I have mentioned in this chapter. Hope you can identify them and not mistake them for anything else ;)**

* * *

Max awoke to the sound of cupboards outside her room opening and closing roughly and frantically. She opened her bedroom door and rubbed her sleep-ridden eyes, trying to focus on the chaotic scene in front of her. Plastic bags were strewn all over the kitchen floor and stacks of cupcake mix lined the counters. Flour seemed to be in every bowl except the actual mixing bowl and Caroline had batter on the side of her face.

"Caroline?" Max asked confused, "What on earth are you doing?"

"Good morning Max!" Caroline chirped, "I'm just trying to find the electric mixer. Do you know where it is?"

"We don't even have an electric mixer!" Max exclaimed, progressively getting more confused, "I meant, what are you doing with all this stuff?"

"I'm making cupcakes of course! Just trying to help you out since you slept so late last night. You must be exhausted. Why don't you go make us some drinks?"

"Drinks? In the morning?" Max asked incredulously, her eyes fixated on the spot of cake batter on Caroline's rosy cheeks.

"Well, it's 12:01 PM now so technically it's the afternoon. Come on! It'll be fun and I want you to relax," Caroline smiled cheekily. She seemed so enthusiastic and bubbly. Max couldn't help but soften her demeanour and let last night's events slip past.

"I can't say no to drinks," Max grinned, "Plus, I've always wanted to try out that cocktail shaker that Sophie gave us!"

As she walked over to retrieve the cocktail shaker, Max held a finger out and wiped the batter off Caroline's cheek slowly, slightly startling the blonde girl.

"Oh!" Caroline gasped. She blushed furiously and kept her face fixed on the batter she was mixing, hoping that Max would not notice. From her peripheral view, she could see Max bring her batter covered finger to her lips, and Caroline couldn't help but turn around to steal a gaze. Max slowly inserted her finger into her mouth, her perfectly plump lips brushing against her finger as she sucked her finger clean of the batter. With her heart racing at a million miles per hour, Caroline couldn't help but think of tasting the batter that was on Max's tongue with her own.

"Mmm… pretty good for a first attempt, Blondie," Max said slyly, although the batter was severely lacking in flour, she didn't want to spoil the moment. She proceeded to make a cocktail for her and Caroline using the alcohol they 'borrowed' from the diner.

As Caroline placed the cupcakes in the oven to bake, Max brought over the cocktail glasses and held hers up in the air between them.

"Here's to both of us. And a Screaming Orgasm." Max said coyly. After clinking their glasses, Max threw her head back and downed the cocktail.

"Wow, is that how you have a Screaming Orgasm?" Caroline asked, her glass still three quarters full.

"What, you don't like my Screaming Orgasm?" Max replied, thinking of how the conversation would've went if she made a Slippery Nipple.

"No, it's actually one of the best I've tasted. I just like to drink like a lady."

"Well, I told you before. I'm a dude."

Caroline smiled at this, "To be honest, I was pretty turned on with what you did back there." She immediately realised that she was not drunk enough to have this confession without feeling any hint of embarrassment and awkwardness. She then proceeded to gulp the entire contents of the cocktail glass down.

"That's more like it!" Max encouraged, her smile growing wider. "What did I do back there?"

"That bit when you…" Caroline's head started to feel light and fuzzy. Gosh, she was such a lightweight. "… When you licked the batter off your fingers."

"Well hey now, Blondie. You seem to be quite easily turned on by women. Got something to tell me?" Max adventured, remembering the times Caroline mentioned she was aroused by certain things girls did (Max herself included) such as at the strip club or at the cinema.

Caroline was tipsy but not drunk enough. She definitely needed another one. She grabbed the cocktail shaker and poured out the remains of it into her glass and chugged it all. As she felt the alcohol make its way through her body to her head, she wiped her mouth and sighed, "I don't know, Max. This isn't easy to talk about."

Max was taken aback. She didn't expect Caroline to go all serious about it. Did she just cross a line with her motor mouth again? Max stepped forward and placed a hand on Caroline's shoulder, trying to ignore the electric sparks flying in between them. "Hey, are you alright? I'm sorry if I said something."

"Yeah, I'm fine. I just… I don't…" Caroline was stammering. Her face was slightly red, and Max wondered if it was from the alcohol or something else. "No I'm not fine, Max. I'm confused!"

"About what? Your sexuality?"

"No, I mean kind of… I mean, shit. I don't know, Max!" Caroline faltered, her eyes starting to shimmer. "This sounds so stupid. Just let me think about it myself."

"No Caroline, I think you should tell this to someone you trust. And I know we have that sort of trust. So can you tell me what is bothering you?"

Caroline took a deep breath and leaned against the kitchen counter, her long golden legs stretching out beneath from her grey pyjama shorts. With another breath she said, "I used to only be interested in guys. Back in school, I only ever dated guys and I was all over them. I was never interested in girls. I mean, yes, I did think some of my girlfriends were hot but I didn't want to date them! I even told you right? I kissed a girl before on a dare and it wasn't really that enjoyable." Max nodded, leaning on the counter next to Caroline and unconsciously moving her hand to the blonde's hair and stroking it gently.

Caroline continued, "But recently, I don't know what's changed. But I find myself being attracted to women more and the concept of being with one less unappealing. God! That is so wrong! It's totally not me. I don't know what's wrong with me, Max."

"So you _are_ a latent bisexual," Max smirked, her brain still processing what Caroline just told her.

"Max, it's not funny. I can't be a bisexual. I am Caroline Channing, daughter to Martin Channing. Do you know how much further that would damage our name if word got out?"

"What's wrong with that? We're living in the 21st century, girl. It's not like they're gonna lock you up with other hulking lesbians just for being one of them," Max replied.

"I am not a hulking lesbian!" Caroline exclaimed, lightly slapping Max on the shoulder.

"Oh right, sorry. You're just a lesbian, you skinny bitch." Max laughed, secretly jumping up and down on the inside. "Plus, no one is going to judge you for that. Look at Cara Delevingne. She's bi, she's still famous. It didn't hurt her reputation."

"That's true," Caroline mused. Max did have a point there. Why was Caroline so afraid of embracing her sexuality? Maybe it wasn't such a big deal after all. This is why she loved Max. She could always depend on Max for making sense out of her irrational insecurities and worries. It was only then that she realised that Max's hand was behind her, lightly brushing her fingers through her blonde hair. Shivers crawled through the roots of her hair all the way down her spine. She turned towards Max and asked, "Have you ever kissed a girl?"

Max stopped stroking her hair and placed her hands on Caroline's waist, turning her body around so that they were face to face. She could feel the thickness in the air, the sound of their rushing heartbeats, the sweet smell of the sugary cocktail still lingering in their breaths. "I have, and trust me, it is much better than kissing a guy. Softer, sweeter, more sensual."

"Why trust what you say when you can show me," Caroline purred and in one fluid movement, she brought her hand up to Max's face and pulled it closer, pressing her lips onto Max's softly at first. The kiss then deepened as their bodies drew closer to each other, filling every possible space that was between them. Just as Caroline opened her mouth to allow Max's tongue to slide in, a horrible screeching noise filled the room.

Max's eyes flew open. She was lying on her bed, staring at the peeling grey plaster on the ceiling of her grubby Brooklyn bedroom. The alarm clock continued to shriek incessantly on her nightstand. But all Max could think about was the empty, remorseful feeling that it was only a dream.


	3. Chapter 3: Confession

**A/N: I'm SO sorry for the massive break in between stories! I've just been so caught up with university and work, I've barely enough time to breathe :( I definitely will be writing a lot more when the holidays come though. Exams will be over in a month! Please let me know what you think in the comments. Also point out any grammatical/spelling mistakes. I'll be sure to fix them! Enjoy :)**

Max and Caroline were sitting in the living room of their cluttered Brooklyn apartment, bored out of their minds. Since it was a public holiday, Han decided to close the diner and so the girls had the day off.

"Let's see if there are any new cat videos," Max said, clicking away at her laptop while lying on her stomach on Caroline's Murphy bed. Caroline was on the couch, painting her nails with two dollar nail polish that smelt more like ammonia than nail polish should smell. She smiled at Max's comment, thinking about how cute it is that Max has a soft spot for animals despite her cold demeanour about everything else. Weeks had passed since that night where Caroline proposed a serious talk with Max, ultimately ending up with Max avoiding her for the next couple of days. Caroline decided that it was probably not a good idea to pursue it, fearing that it would push Max further away. Caroline managed to persuade herself that letting it go is the only way she and Max can stay close friends, and she didn't want to risk ruining the best relationship she's ever had. Although the emotions and memories of that night still lingered silently in between them like thick humid air, both girls pretended as if it never happened, and never spoke of it again.

"I'm bored, Max. Let's go out and do something fun!" Caroline exclaimed after finishing her last nail.

"Hahaha!" Max chuckled, pointing at the screen. "That cat just fell into the fish tank! Caroline, you gotta see this!"

"Come on, we can't just stay at home all day and watch videos." Caroline grumbled. She really wanted to make use of this day off, and staying at home in their shabby apartment was not what she had in mind.

"What else can we do though?" Max asked as she closed her laptop and sat up. "We're too broke to do anything."

Right on cue, Sophie bursts into the apartment wearing the entire wardrobe of an 80's aerobics commercial – the most flamboyant hot pink shimmery leotard, white stockings with thick pink socks and a ridiculous pink fluffy headband.

"Hi girls!" Sophie exclaimed in her thick Polish accent. "Guess what I got today at the gym?"

She jogged over to the middle of the living room and placed two small pieces of paper on the coffee table. "Free gym passes!"

"A one day free gym pass, complimentary of World Fitness!" Caroline read off the voucher excitedly. "Max! This is what we can do today!"

Max already had her back to Caroline, dragging her feet towards the kitchen. She opened the fridge door and pulled out a beer. "First of all, do you really think I'm the type to go to the gym? Secondly, this is my workout – walk to the fridge to get food, and then back to the couch."

"Oh come on, Max. I'm sure you will have fun at the gym. There's a lot of muscular, handsome men there!" Sophie squealed, "I like to jog especially fast when they walk by so my boobs will catch their attention."

"Trust me, I don't even need to jog for my boobs to attract attention." Max replied, taking a swig of her beer.

Caroline peeled the beer out of Max's hands and replaced it with the gym pass. "You are not staying at home all day drinking. You are coming to the gym with me whether you like it or not."

"Ugh, fine. But don't expect me to actually run on the treadmill or do something equally horrible," Max groaned. She had no idea why she would actually agree to go to the gym – the second most horrible place on earth after her mother's house. It probably had something to do with Caroline: her pleading blue eyes and soft gentle fingers in Max's hand were one of the many factors that could melt Max's iron will.

* * *

The gym was newly renovated, and everything seemed to have a sleek shine to it – whether it's from polish or sweat, Max could not tell. Even the overly tanned, extremely tight fitting t-shirt wearing receptionist had a blindingly shiny bald head.

"Welcome to World Fitness!" The receptionist beamed, his white teeth illuminating his dark orange face. "Hope you guys enjoy your one day free pass! The changing rooms are right at the back."

"Great. Now we have to walk past all those juice-heads before we can even get changed." Max groaned. She'd had enough testosterone-fuelled, steroid-driven inappropriate comments thrown at her (boobs) in the small number of times she had visited a gym. Surely enough, as they walked toward the changing rooms, the girls received a warm welcome of ogling stares and not-so-subtle comments.

"You going for the spin cycle class? How about I take you for a ride instead!" called out one of the unnaturally muscular guys, earning a shower of hoots and booming laughter from his friends.

"This is why I hate the gym," Max said as they walked into the women's changing room, which was practically deserted except for the janitor and an old woman changing, her breasts nearly touching her knees.

"Why, because of all the wrinkly ass and droopy boobs?" Caroline laughed, realising that in all the changing rooms she's been to, the elderly women were always the most exposed.

"Because most of the guys here are sleazy greasebags!" Max replied, feeling more and more inclined to leave the gym at that moment. "I hate it when they sexually objectify us."

"Whoa! Hold on there, Max. Since when were you so feminist?" Caroline asked, genuinely surprised.

"Well, don't you get sick of it after a while when all the comments are about what they're 'gonna do to you' or 'damn, nice titties'?"

"Not all of them are like that," Caroline replied as she removed her lucky pearl necklace. In one fluid motion, she peeled her shirt off, exposing her taut bronze stomach and slim waist. Max had seen Caroline in a bikini before, but not this close up. Her head was in level with Caroline's body, and she was sitting so close that she could literally see the small, fuzzy golden hairs on her abdomen. She bit her lip and fought the impulse to trace her fingers over Caroline's skin.

"Max? Earth to Max," Caroline said as she waved her hand in front of Max's face. Max had been so enthralled with Caroline's body that she didn't even notice Caroline was still talking. Awoken from her reverie, Max changed into her gym clothes followed Caroline out the changing room as they headed out into the jungle of hungry animals.

* * *

Max could feel her legs were stuck to her tacky second-hand couch in her Brooklyn apartment by sweat, or grime, or something better left unidentified. She'd been back at the apartment shortly after their entry into the gym floor, waiting for Caroline to finish her workout. For Max, she had far more than enough exercise for the day. She had stepped onto the treadmill for a good three minutes, walking at a pace meant for crawling until she saw the number '10' flash in bright red under the 'calories burnt' subheading on the treadmill screen.

"Double digits! I'm done." Max exclaimed and hopped off the treadmill. She looked over at the treadmill next to her, where Caroline was pounding away at what seemed to be breakneck speed for Max. The blonde girl was staring straight ahead, intensely focused on running to the beat of the music plugged into her ears.

_How is it possible that she still looks so elegant while running? _Max thought to herself. At the corner of her eye, she noticed a person at the weights section drop a barbell onto the matted floor, eliciting a loud thud. Caroline didn't even notice. But when Max turned her head to look, she saw that the careless figure was a tall, muscular, young man who seemed to be utterly deep in a trance. She followed his gaze and realised that he was staring straight at Caroline, gracefully running on the treadmill, oblivious to the world around her. Max noticed that the way he looked at her was different from the other oglers – his sapphire eyes glazed and his chiselled jaw dropped. He almost looked as if he _recognized _Caroline.

As Max recalled that strange moment, she felt a pinch of protectiveness over Caroline in her stomach. The guy was seriously hot – not in your typical gym junkie manner, but rather the Abercrombie & Fitch model kind of way. His hair was mostly feathery brown but tipped with golden. His skin was bronzed and naturally glowing. His arms and chest were perfectly sculpted under the tight singlet he adorned. And he definitely looked like he knew Caroline.

_Dammit! I should've stayed. _Max thought to herself. But it was none of her business. It's not like Caroline was hers anyway, and she had no right to interfere with the boy dramas that Caroline gets into. Max peeled herself from the couch and dragged herself to the fridge. As she retrieved a cold bottle of beer from the fridge, the apartment door burst opened and Caroline poured in, all smiles and giggles.

"Max! You won't believe what happened!" Caroline trilled.

"What, you slipped on someone's pool of sweat and Mr. Universe came to give you mouth-to-mouth?" Max replied half-jokingly.

"Who?"

"That guy who looks like he is God's gift to women? The one who was totally checking you out the entire time?"

"You noticed? You should've told me!" Caroline was squealing so much she looked like she was going to explode into confetti. "Well anyway, that guy was my senior in high school! His name is Jayce and he was quarterback and oh my gosh, I had the biggest crush on him…"

As Caroline gushed excitedly, Max rolled her eyes and tuned out. But it was the last part in her endless stream of words that caught Max's attention.

"He asked me out. We're going for dinner tonight!" Caroline excitedly bounced up and down on her feet before breaking into a ridiculous victory dance. Max couldn't help but feel sick in her stomach. She couldn't decide if it was from disappointment, jealousy, regret, or just plain stupid annoyance. She took a large swig of beer and looked at the floor, noticing the thin film of grime covering it.

"Well, have fun I guess." Max mumbled. All she could think about was how enchanted Jayce was as he stared at Caroline in the gym. Caroline continued to blabber on about Jayce and his football achievements before realising that she didn't know what to wear for the night, and subsequently induced herself into a panic attack. She bounded over to her wardrobe and sifted through her clothes frantically. The frazzled blonde was too busy worrying about her date to notice Max retreating glumly back into her bedroom.

* * *

It was two o'clock in the morning and Caroline still hadn't returned home. Max was lying in bed, staring at the blank ceiling and listening to the empty night.

_Just like my life. Blank and empty._

In the distance, she heard the wail of sirens and the steady roar of a plane flying past. Max had been trying to sleep since ten o'clock but had no success. She attributed the difficulty of finding sleep to the warm, sticky Brooklyn air; but deep inside she knew it was because she wanted to see if Caroline came home alone.

Suddenly, Max heard the familiar sound of the door latch opening. She immediately sat up and strained to hear what came next.

Silence.

Caroline came home alone. Max felt selfishly guilty for the sense of relief that washed over her. The brunette decided that she should go outside to greet her roommate. But as she walked closer to the door, her stomach dropped.

"Shhh… we'll wake her!" Caroline whispered loudly, poorly attempting to suppress a wave of giggles.

"Don't worry babe, I'll be gentle." A deep, masculine voice replied. More sniggering ensued.

Max stood behind her bedroom door frozen. She felt utterly confused. Caroline had been sending her mixed signals for the past few months, and now she suddenly decides to bring another guy into the equation? What's even worse, she's planning to _sleep _with him! Max felt disgusted, puzzled, jealous and hopeless all at once. She didn't know what to do. A dose of heroin sounded really tempting right now. After all, that was how Max used to deal with her black emotions. She'd forget about them in the high episodes of tranquillity and numbness.

_No. I'm not that person anymore, _Max reminded herself. It was Caroline who changed her. It was Caroline who taught her that she has the power to fight for what she wants. And that was when Max Black decided to take the reins. She grabbed the door handle and took a deep breath.

As Max burst into the living room, Jayce and Caroline quickly tore apart from each other, both wearing startled expressions on their faces. Jayce's blue-striped shirt was unbuttoned, revealing a flawlessly chiselled torso with abs perfectly carved into it. Max felt sicker. Her eyes dropped to where Jayce's hand was – Caroline's waist. The two looked like teenagers caught in the school's storage room. Max held back a gag reflex.

"Max? You're… awake?" Caroline slurred. "We thought you'd be asleep!" An eruption of giggles followed.

She was drunk. _God, what was she thinking? _

"Hey Max, I heard a lot about you. I'm Jayce." He took a step towards Max and extended his hand.

"You need to leave." Max said sharply. She took a step back and folded her arms.

"Max, what are you doing?" Caroline asked shakily.

"Jayce, I wouldn't sleep with her if I were you," Max looked at him sternly. "Did Caroline tell you she had herpes?"

"What! No I didn't, it was an allergic reaction!" The blonde girl exclaimed, struggling to stand up straight. She stumbled in her ridiculous heels as she made her way towards Jayce.

"Seriously? You didn't think you'd mention this to me before?" Jayce recoiled, avoiding her grasp. He hastily retrieved his jacket and deliberately weaved around Caroline, steering clear of all physical contact with her before letting himself out of the apartment with an angry slam of the door.

For a long moment, the apartment was silent. Caroline stood there in the dark, soundless, in the middle of the living room. Her arms were folded, her shoulders curled. She stared at the floor, wordless.

Max immediately regretted what she had done. Why did she always have to screw things up? She looked at Caroline standing in front of her. Max had never seen Caroline look so vulnerable before.

"Caroline, I – "

"Just don't," Caroline interrupted. All traces of alcohol seemed to have evaporated from the heat of the moment. "Please, just don't." She brushed past Max and headed to the bathroom, leaving a wake of cold, frigid air behind.

_I stuffed up again. Everything I do, I screw up. _Max chided herself as she sat on the edge of Caroline's bed, waiting for her roommate to emerge from the bathroom. She reminded herself of the look on Caroline's face as Jayce walked out of the door – the look of betrayal. Max's chest ached as the memory of Caroline's watery eyes and trembling lips imprinted in her mind. She had never felt so horrible in her life. She didn't even know why she did it.

The bathroom door clicked and opened, and Caroline walked out in her grey pyjamas. She paused when she saw Max sitting on her bed and opened her mouth to tell the brunette to piss off. But she quickly shut it when she thought she saw a drop of water fall on to the floor from Max's face. Her dark, wavy hair was covering her eyes, but Caroline knew that Max was crying.

Max never cried.

Caroline couldn't help but soften her demeanour. She knew that Max would never have done such a thing without reason. But Caroline couldn't begin to fathom what viable reason there was to ruining a friend's potential relationship. Regardless, she still cared for Max, and needed to know why.

"Max?" Caroline padded over to the bed and sat next to the brunette. She gingerly placed a hand on Max's shoulder, surprised at how cold her skin was. "Max, why are you crying?"

At this moment, Max's curled up body began to shake. She withdrew her head further into her knees and tried to stifle the whimpers that escaped from her throat.

"Please, Max, tell me why you're crying. Tell me why you did it, I'll try to understand." Caroline gently rubbed Max's trembling shoulders. They sat like this for a while – an unusual exchange of positions.

Finally, Caroline heard the crying girl take a deep, even breath. The snivelling reduced to an occasional soft sob. Max lifted her head from her knees and rubbed her tear-ridden eyes.

"I'm so sorry, Caroline." She whispered. "I really am."

Caroline looked at Max's ethereal eyes. They reminded her of the precious rocks that looked blue and green at the same time.

"Why did you do it?" Caroline asked. She had never noticed how glowingly pale Max was.

"Because I… I – " Max stammered. She shifted nervously and looked at the floor, biting her nails.

"What is it, Max? Look, I'm trying to understand. Just tell me why you did it and I – "

"Because I'm in love with you, okay?" Max stood up. Her heart was pounding through her ears. "I just couldn't stand seeing that guy look at you like you're a piece of meat. You deserve so much better, Caroline."

She couldn't bear to hear the answer. Max just poured out her heart to someone. She had never done that before. Ever. She never felt the need to show her vulnerability to anyone because Max knew that it would be taken advantage of, and her unguarded heart would be ripped out of her chest and bled dry. But Caroline had somehow managed to bring out Max's deepest feelings. And now Max only wished that she could swallow back everything she'd said.

The silence was excruciating. Max couldn't even look at her friend sitting on the bed, motionless. She bit her lip and thought about how the night could possibly get worse. _Well, Caroline could possibly leave and never come back. _

Her breath faltered at the thought. Max would never forgive herself if Caroline were to do such a thing. She wouldn't know what to do with herself if the best thing that ever happened to her gave up and left.

_Congratulations, retard. You managed to tick that screwed up box another time! _Max couldn't stand it any longer. She had to get away. The brunette turned around and quickly headed back to the bedroom, preferring not to see or hear how her best friend would respond.


End file.
